Application and Joint Certification

Transcription

1 DLN: Application and Joint Certification Republika ng Pilipinas Kagawaran ng Pananalapi Kawanihan ng Rentas Internas (For transfer to a controlled corporation under Section 40(C)(2) and (6)(c), Tax Code of 1997, Revenue Regulations No dated November 13, 2001, and Revenue Memorandum Order No. dated ) Revenue Memorandum Circular No approved on October 6, ( To be submitted in three (3) copies.) BIR Form No September, LIG I/ WE, the undersigned, of legal age, being the Transferor/s and Transferee, respectively, or the respective duly authorized representative/s of the Transferor/s and Transferee named below, after having been duly sworn to in accordance with law, certify to the following statements/ documents in support of this Application and Joint Certification: Fill in all applicable spaces. PART I PART II Payment of Fees: Name of Transferor/s We have paid the applicable processing and certification fee in the amount of P as evidenced by AAB/BIR Official Receipt No., dated, In this regard, we understand that non-payment thereof shall mean that this application will not be accepted by the BIR. TIN Address PARTIES Individual Corporation TYPE OF ENTITY (Amount in words) Partnership Branch Nationality/Place of Incorporation/ Establishment Name of Transferee TIN Address TYPE OF ENTITY Partnership Corporation Domestic Foreign Domestic Foreign Proposed / In-Process Existing Proposed / In-Process Existing 1. That the Transferor/s are, respectively, the owner/s of the properties herein described below, which have been/will be transferred to the Transferee, with an aggregate original/adjusted basis of -

2 (Amount in words) P PART III A. Real Property Transferor/Registered Owner Nature (e.g. Land, building) Percentage of Ownership TCT/CCT No. DETAILS OF THE PROPERTIES AND LIABILITIES INVOLVED IN THE EXCHANGE [ Note: In "Original/Adjusted Basis" column, indicate the acquisition cost of the property increased by the amount of improvements that materially add to the value of the property or appreciably prolong its life less accumulated depreciation.] Tax Declaration No. Original/ Adjusted Basis Higher of Zonal Value or Assessed Value in case of Land; Higher of Assessed Value or FMV in case of improvements ( b) Transfer Value [value of Transfereeshares received in the ] ( c ) Amount of Liabilities to Which Property is (eg. Mortgage/Pledge) [P15/P1,000 of highest of ( a ), ( b ), or ( c ) (Sec. 196 Tax Code) B. Shares of Stock Transferor/Registered Owner Nature (e.g., Preferred, Par/Non Stock Certificate No. Transfer Value Amount of Liabilities to Investee [value of Transferee- Which Property is Original/ shares received Adjusted Basis Company in the ] (eg. Mortgage/Pledge) [P1.50/P200 par value; if no par, 25% of DST paid on original issuance (Sec. 176 Tax Code)

3 Sub- C. Others (e.g. Cash -- fill-up colums a & f; Receivables -- fill-up columns a, b, c, d, f & h; Unremitted Branch Profit -- fill-up columns a, d & e; Others -- fill-up columns a, d, f, g, & h) Transferor/Registered Owner Nature [a] Debtor/Borrower/ Date of Loan & Security Agreement (b) Amount of Receivables at Time of Transfer (c) Original/ Adjusted Basis [d] Amount of Unremitted Branch Profits Transferred (e) Transfer Value (Value of Transferee shares received in the ) (f) Amount of Liabilities to Which Property is (e.g. Mortgage) (g) (h) Sub- (Add from A to C of Part III) Original/Adjusted Basis (Do not include value of cash transferred) Transfer Value (Value of Transferee shares received in the ) Amount of Liabilities to Which Property is ( X ) N/A EXEMPT 2. That the Transferee has assumed/ will assume the following liabilities, in addition to the liabilities to which the properties are subject under Part III " Amount of Liabilities to Which Property is (X)" column; Schedule of Liabilities [Note: If no liabilities are transferred, state "None" in "Particulars of Liability Transferred" column ] Transferor Particulars of Liability Transferred Amount (Y) TOTAL Amount of Liabilities Transferred [Add X and Y] [ ]

4 (Amount in Words) 3. That the consideration for such property/ies (i.e. assets/ net assets) shall be: (Check the applicable box.) a. Shares from Original Authorized Capital Stock pursuant to incorporation b. Shares from Existing Authorized Capital Stock c. Shares from Increase in Authorized Capital Stock [Note: "Shares" includes unit of participation/ interest "Authorized Capital Stock" includes partnership capital] 4. That hereunder is the summary of the transactions to which this Application and Joint Certification applies; PART IV SUMMARY OF CAPITAL STRUCTURE OF TRANSFEREE CORPORATION/ PARTNERSHIP [Note: If the consideration for such property/ies is: a. Shares from Original Authorized Capital Stock, then accomplish 1 and 5A to B b. Shares from Existing Authorized Capital Stock, then accomplish 1, 4A to B and 5A to B c. Shares from Increase in Authorized Capital Stock, then accomplish 1, 2,3, 4A to B and 5A to B. Summary of Capital Structure AUTHORIZED CAPITAL STOCK Authorized Capital Stock Upon Incorporation Amount of Increase Increased Authorized Capital Stock (2) (3) Type of Shares (a) ( b ) (c) (a) (b) ( c ) (a) (b) ( c ) Par Value/ Share Par Value Par Value/ Share Par Value Par Value/ Share Par Value (Indicate if, Preferred (Indicate the Voting, Preferred Non-Voting, () (Indicate the () (Indicate the () stated/ issued value, if no stated/issued value, if no stated/issued value, if no others) Voting Preferred Non-Voting Preferred

5 Voting Share Subscriber Before Transfer (4A) (2) Amount Subscribed in SUBSCRIBED AND PAID-UP CAPITAL STOCK After Transfer (3) Paid-Up Amount (5A) (2) Amount Subscribed in (3) Paid-Up Amount Premium [(5a)(3)-(4a)(3)] Peso Amount of Shares Issued In Exchange for Property Sub- Preferred Sub- Before Transfer (4A) Non-Voting Share (2) (3) Amount Subscribed in Paid-Up Amount Subscriber After Transfer (5A) (2) (3) Amount Subscribed in Paid-Up Amount Premium [(5a)(3)-(4a)(3)] Peso Amount of Shares Issued In Exchange for Property Sub-

6 Sub- Shareholder Issued before the Number of Voting Shares Issued in the Summary of Capital Structure After the Exchange Number of Non-Voting Shares Issued before the Issued in the Percentage of Voting Shares to Outstanding Capital Stock entitled to vote Percentage of Voting Shares to Shares [Voting and Non- Voting ] 5. TOTAL That as a result of the, the Transferor/s will gain/ gained control of the Transferee, by owning in the aggregate % percentage of voting stocks/ units of participation; 6. That no shares will be issued in payment for services rendered by the Transferor/ s to the Transferee; 7. That in accordance with pertinent provisions of the Tax Code of 1997, where applicable, the Transferor/ s and/ or Transferee have paid have not paid the corresponding documentary stamp tax on the above-described transaction; 8. That in support of this Application and Joint Certification, either original or certified true copies of the documents indicated hereinbelow are enclosed and made integral parts hereof: PART V DOCUMENTARY REQUIREMENTS [Note: No certification/ ruling will be issued unless all the documents enumerated hereunder are submitted. ] Document a. Deed of Transfer/Assignment/Exchange (Original) b. Articles of Incorporation/ Partnership of Transferee (Original or Certified True Copy) Amended Articles of Incorporation of Transferee and Supporting Papers (e.g., Application for Increase of Authorized Capital Stock, Treasurer's Affidavit, if c. applicable.(original or Certified True Copy) d. Transfer Certificate of Title/ Condominium Certificate of Title (Certified True Copy) e. Tax Declaration (Certified True Copy) f. Certification of Zonal Value (Certified True Copy) g. Certificate of Shares of Stock Transferred to Transferee. (Certified True Copy) h. Latest Audited Financial Statements of Tranferor/s and Transferee. [DST on transfer of real property-sec. 196 Tax Code] I. BIR Form No [DST on transfer of share of stock-sec. 176 Tax Code] [DST on issuance of shares of Transferee - Sec. 175 Tax Code] Date of Execution [indicate if executed or proposed] Date Submitted j. Special Power of Attorney executed by a Transferor and/or Transferee, if the application is being submitted by a taxpayer's authorized representative, rather than by the taxpayer himself. The execution of this Application and Joint Certification, however,

7 9. That neither the Transferor/s nor the Transferee has filed any application or request for ruling involving the transaction described above, or, if such application has been filed, that the same has not been denied; 10 That we are executing this Application and Joint Certification in accordance with the provisions of Revenue Regulations No dated November 13, 2001, Revenue Memorandum Order No. dated and Section 40( C ) (2) and (6) ( c ) of the Tax Code of 1997; 11 That we undertake to attach a copy of this Application and Joint Certification, as well as the Certification issued by the Bureau of Internal Revenue, to our respective final income tax returns commencing from the year in which the transaction described herein was finally executed until the year of final disposition of the properties involved. 12 That the subject and the issue presented in this application is not identical to any issue that is contained in a prior return, or being considered or examined by the BIR with respect to the parties hereto involved in any pending administrative appeal or court litigation involving any of the parties hereto, nor to any issue being addressed by any authority or government agency. 13 That the property/ies transferred by each Transferor-Corporation constitutes less than 80% of the Transferor's assets, including cash. 14 That we agree that the certification/ ruling issued confirming the tax-deferred shall not be valid unless we submit to the Law Division within ninety (90) days from the date of receipt of the certification-ruling or by any of the parties to this transaction, a certified true copy of each of the Transfer Certificates of Title/ Condominium Certificates of Title/ Certificates of Stock containing the annotation of substituted basis by the Register of Deeds or Corporate Secretary, and that violation of this undertaking will be subject to revocation of the certification-ruling and the appropriate penalties imposed under Sections 269 and 275 of the Tax Code of That we agree to service of notice for violation of our obligations under No.14 hereof through the following address:. For this purpose, it shall be sufficient to establish our receipt of notice if any of the following conditions arises: (a) that a return receipt notice to BIR is received after the message is sent, or (b) if within five (5) days from notice of delivery by BIR, we do not receive any written response from you, whether by message or otherwise. If there is no address, service of notice shall be made through registered mail, and the provisions of the Rules of Court shall apply as regards receipt of notice. 16 Perjury Declaration - Under penalties of perjury, we declare that we have examined this request, including the accompanying documents, and to the best of our personal knowledge, belief, and information, the facts presented in support of the requested certification hereby are true, correct and complete. IN WITNESS WHEREOF, we have hereunto set our hand this day of,. Name TIN Transferor/s / Transferee Signature [Note: 1. Corporate/ Partnership Transferor/s and Transferee must be represented by an officer with a position of not less than a Chief Financial Officer or his equivalent.] REPUBLIC OF THE PHILIPPINES ) ) S.S SUBSCRIBED AND SWORN to before me this day of,, this Application and Joint Certification, consisting of pages, affiants exhibiting to me their Community Tax Certificates, as follows: Transferor /s Transferee Name Community Tax Cert. No. Date & Place of Issuance Doc. No. Page No. Book No. Series of 2004 Notary Public